EXECUTION COPY - Edison International

Company a signed letter substantially in the form of this letter and, if such transfer is in respectof a principal amount of Notes at the time of transfer of less than $250,000, an Opinion ofCounsel in form reasonably acceptable to the Company to the effect that such transfer is incompliance with the Securities Act, (D) outside the United States in accordance with Rule 904 ofRegulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under theSecurities Act or (F) pursuant to an effective registration statement under the Securities Act, andwe further agree to provide to any Person purchasing the Definitive Note or beneficial interest ina Global Note from us in a transaction meeting the requirements of clauses (A) through (E) ofthis paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.3. We understand that, on any proposed resale of the Notes or beneficial interesttherein, we will be required to furnish to you and the Company such certifications, legal opinionsand other information as you and the Company may reasonably require to confirm that theproposed sale complies with the foregoing restrictions. We further understand that the Notespurchased by us will bear a legend to the foregoing effect.4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)or (7) of Regulation D under the Securities Act) and have such knowledge and experience infinancial and business matters as to be capable of evaluating the merits and risks of ourinvestment in the Notes, and we and any accounts for which we are acting are each able to bearthe economic risk of our or its investment.5. We are acquiring the Notes or beneficial interest therein purchased by us for ourown account or for one or more accounts (each of which is an institutional “accredited investor”)as to each of which we exercise sole investment discretion.You and the Company are entitled to rely upon this letter and are irrevocably authorizedto produce this letter or a copy hereof to any interested party in any administrative or legalproceedings or official inquiry with respect to the matters covered hereby.][Insert Name of Accredited Investor]Dated: _______________________By:Name:Title:2